ANGLIAN WATER (OSPREY) FINANCING PLC - Tender Offer

          * Anglian Water (Osprey) Financing Plc Announces Tender Offer

   * for its £350,000,000 7 per cent. Guaranteed Secured Fixed Rate Notes due
                                   January 2018

  * NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
    UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE
    U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
    MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
    COLUMBIA (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW) OR IN OR INTO
    ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT

  * 8 April 2015. Anglian Water (Osprey) Financing Plc (the Company) announces
    today an invitation to holders of its £350,000,000 7 per cent. Guaranteed
    Secured Fixed Rate Notes due January 2018 (ISIN: XS0585249641) (the Notes)
    guaranteed by Osprey Acquisitions Limited to tender such Notes for purchase
    by the Company for cash (the Offer). The Offer is being made on the terms
    and subject to the conditions contained in the tender offer memorandum
    dated 8 April 2015 (the Tender Offer Memorandum) prepared by the Company,
    and is subject to the offer restrictions set out below and as more fully
    described in the Tender Offer Memorandum.

  * Copies of the Tender Offer Memorandum are (subject to distribution
    restrictions) available from the Tender Agent as set out below. Capitalised
    terms used in this announcement but not defined have the meanings given to
    them in the Tender Offer Memorandum.

  * Rationale for the Offer

  * The Offer is being made as part of the Company's commitment to actively
    manage its liabilities. The purpose of the Offer, in conjunction with the
    Company's intention to issue the New Notes (as defined below), is to extend
    the Company's maturity profile and improve balance sheet efficiency.

  * Details of the Offer

  * The Company will pay a cash purchase price (the Purchase Price) for Notes
    accepted by it for purchase pursuant to the Offer equal to 110 per cent. of
    the nominal amount of such Notes.

  * The Company will also pay an Accrued Interest Payment in respect of Notes
    accepted for purchase pursuant to the Offer.

  * A summary of certain of the terms of the Offer appears below:

  *

                           Description of the Notes

 ISIN/ Common     Outstanding                       Target
     Code       Nominal Amount  Purchase Price    Acceptance
                                                    Amount

£350,000,000 7   XS0585249641/   £350,000,000    110 per cent.  Subject as set
   per cent.       058524964                                      out in the
  Guaranteed                                                     Tender Offer
 Secured Fixed                                                  Memorandum, up
Rate Notes due                                                  to £100,000,000
 January 2018                                                    in aggregate
                                                                nominal amount

  * New Financing Condition

  * The Company is not under any obligation to accept for purchase any Notes
    tendered pursuant to the Offer. The acceptance for purchase by the Company
    of Notes tendered pursuant to the Offer is at the sole discretion of the
    Company and tenders may be rejected by the Company for any reason.

  * The Company announces today, 8 April 2015, its intention to issue new
    sterling-denominated guaranteed secured fixed rate notes (the New Notes).
    Whether the Company will accept for purchase Notes validly tendered in the
    Offer is subject, without limitation, to the successful completion (in the
    sole determination of the Company) of the issue of the New Notes (the New
    Financing Condition).

  * New Issue Allocation

  * A Noteholder that wishes to subscribe for New Notes in addition to
    tendering Notes for purchase pursuant to the Offer may be considered for a
    priority (a New Issue Priority) in the allocation of the New Notes, subject
    to the issue of the New Notes and such Noteholder making a separate
    application for the purchase of such New Notes to a Dealer Manager (in its
    capacity as a manager of the issue of the New Notes) in accordance with the
    standard new issue procedures of such manager. The aggregate nominal amount
    of New Notes for which a New Issue Priority may be given will be determined
    at the Company's sole discretion. To be eligible to be considered for a New
    Issue Priority, a Noteholder will need to follow the procedure set out in
    the Tender Offer Memorandum.

  * Final Acceptance Amount and Scaling

  * Subject to satisfaction of the New Financing Condition on or prior to the
    Settlement Date, the Company proposes to accept for purchase pursuant to
    the Offer up to £100,000,000 in aggregate nominal amount of Notes validly
    tendered in the Offer (the Target Acceptance Amount), although the Company
    reserves the right, in its sole discretion, to accept significantly less
    than or significantly more than (or none of) the Target Acceptance Amount
    for purchase pursuant to the Offer (the final aggregate nominal amount of
    Notes so accepted for purchase pursuant to the Offer being the Final
    Acceptance Amount).

If the Company decides (subject to satisfaction of the New Financing Condition
on or prior to the Settlement Date) to accept for purchase valid tenders of
Notes pursuant to the Offer and the aggregate nominal amount of Notes validly
tendered pursuant to the Offer is greater than the Final Acceptance Amount, the
Company intends to so accept such Notes for purchase on a pro rata basis such
that the aggregate nominal amount of Notes accepted for purchase is no greater
than the Final Acceptance Amount, as further described in the Tender Offer
Memorandum.

  * Tender Instructions

  * In order to participate in, and be eligible to receive the Purchase Price
    and the Accrued Interest Payment pursuant to, the Offer, Noteholders must
    validly tender their Notes by delivering, or arranging to have delivered on
    their behalf, a valid Tender Instruction that is received by the Tender
    Agent by 4.00 p.m. (London time) on 16 April 2015 unless extended,
    re-opened or terminated as provided in this Tender Offer Memorandum. Tender
    Instructions will be irrevocable except in the limited circumstances
    described in the Tender Offer Memorandum.

  * Tender Instructions must be submitted in respect of a minimum nominal
    amount of Notes of no less than £100,000, being the minimum denomination of
    the Notes, and may be submitted in integral amounts of £1,000 thereafter. A
    separate Tender Instruction must be completed on behalf of each beneficial
    owner.

  * Indicative Timetable for the Offer

  * Events

                         * Times
                           and
                           Dates

  * Commencement of
    the Offer

  * Announcement of                * 8 April
    Offer and                        2015
    intention to issue
    the New Notes.
    Tender Offer
    Memorandum
    available from the
    Tender Agent.
    Programme
    Prospectus
    available from the
    Dealer Managers.

  * Expiration
    Deadline

  * Final deadline for           4.00 p.m.
    receipt of valid             (London
    Tender                       time) on 16
    Instructions by              April 2015
    the Tender Agent
    in order for
    Noteholders to be
    able to
    participate in the
    Offer.

  * Announcement of
    Indicative Results

  * Announcement by              As soon as
    the Company on the           reasonably
    relevant Reuters             practicable
    Insider Screen of            on 17 April
    the aggregate                2015
    nominal amount of
    Notes validly
    tendered in the
    Offer together
    with a non-binding
    indication of the
    level at which it
    expects to set the
    Final Acceptance
    Amount and (if
    applicable)
    indicative details
    of any pro rata
    scaling in the
    event that the
    Company decides to
    accept any valid
    tenders of Notes
    pursuant to the
    Offer.

  * Pricing of the New
    Notes

  * Pricing of the New           Expected to
    Notes.                       be on 17
                                 April 2015

  * Announcement of
    Results

  * Announcement of              As soon as
    whether the                  reasonably
    Company will                 practicable
    accept (subject to           after
    satisfaction of              pricing of
    the New Financing            the New
    Condition on or              Notes,
    prior to the                 expected to
    Settlement Date)             be on 17
    valid tenders of             April 2015
    Notes pursuant to
    the Offer and, if
    so accepted, the
    Final Acceptance
    Amount and details
    of any pro rata
    scaling.

Settlement Date

  * Expected                       * 30
    Settlement Date                  April
    for the Offer.                   2015

  * The Company may, in its sole discretion, extend, re-open, amend, waive any
    condition of or terminate the Offer at any time (subject to applicable law
    and as provided in the Tender Offer Memorandum) and the above times and
    dates are subject to the right of the Company to so extend, re-open, amend
    and/or terminate the Offer.

  * Noteholders are advised to check with any bank, securities broker or other
    intermediary through which they hold Notes when such intermediary would
    need to receive instructions from a Noteholder in order for that Noteholder
    to be able to participate in, or (in the limited circumstances in which
    revocation is permitted) revoke their instruction to participate in, the
    Offer by the deadlines set out above. The deadlines set by any such
    intermediary and each Clearing System for the submission and withdrawal of
    Tender Instructions will be earlier than the relevant deadlines set out
    above and in the Tender Offer Memorandum.

  * Unless stated otherwise, announcements in connection with the Offer will be
    made by the Company by (i) publication through RNS and (ii) the delivery of
    notices to the Clearing Systems for communication to Direct Participants.
    Such announcements may also be found on the relevant Reuters Insider Screen
    and be made by the issue of a press release to a Notifying News Service.
    Copies of all such announcements, press releases and notices can also be
    obtained upon request from the Tender Agent, the contact details for which
    are below. Significant delays may be experienced where notices are
    delivered to the Clearing Systems and Noteholders are urged to contact the
    Tender Agent for the relevant announcements during the course of the Offer.
    In addition, Noteholders may contact the Dealer Managers for information
    using the contact details below.

  * Noteholders are advised to read carefully the Tender Offer Memorandum for
    full details of and information on the procedures for participating in the
    Offer.

  * Barclays Bank PLC and BNP Paribas are acting as Dealer Managers for the
    Offer and Deutsche Bank AG, London Branch is acting as Tender Agent.

  * Questions and requests for assistance in connection with the Offer may be
    directed to the Dealer Managers.

  *

                                Dealer Managers

           Barclays Bank PLC                          BNP Paribas

         5 The North Colonnade                    10 Harewood Avenue

             Canary Wharf                               London

                London                                  NW1 6AA

                E14 4BB                       Telephone: +44 20 7595 8668

      Telephone: +44 203 134 8515        Attention: Liability Management Group

 Attention: Liability Management Group                  Email:
                                          liability.management@bnpparibas.com
       Email: eu.lm@barclays.com

  * Questions and requests for assistance in connection with the delivery of
    Tender Instructions may be directed to the Tender Agent.

  * The Tender Agent

    * Deutsche Bank AG, London Branch

           * Winchester House

       * 1 Great Winchester Street

                * London

               * EC2N 2DB

      * Telephone: +44 20 7547 5000

  * Attention: Debt and Agency Services

      * Email: xchange.offer@db.com

  * DISCLAIMER This announcement must be read in conjunction with the Tender
    Offer Memorandum. This announcement and the Tender Offer Memorandum contain
    important information which should be read carefully before any decision is
    made with respect to the Offer. If any Noteholder is in any doubt as to the
    action it should take, it is recommended to seek its own financial advice,
    including in respect of any tax consequences, from its broker, bank
    manager, solicitor, accountant or other independent financial, tax or legal
    adviser. Any individual or company whose Notes are held on its behalf by a
    broker, dealer, bank, custodian, trust company or other nominee must
    contact such entity if it wishes to tender such Notes pursuant to the
    Offer. The Dealer Managers are acting exclusively for the Company and no
    one else in connection with the arrangements described in this announcement
    and the Tender Offer Memorandum and will not be responsible to anyone other
    than the Company for providing the protections afforded to customers of the
    Dealer Managers or for advising any other person in connection with the
    Offer. None of the Company, the Dealer Managers or the Tender Agent makes
    any recommendation as to whether Noteholders should tender Notes pursuant
    to the Offer.

  * No action has been or will be taken in any jurisdiction in relation to the
    New Notes that would permit a public offering of securities and the minimum
    denomination of the New Notes will be £100,000.

  * OFFER AND DISTRIBUTION RESTRICTIONS

  * The distribution of this announcement and the Tender Offer Memorandum in
    certain jurisdictions may be restricted by law. Persons into whose
    possession this announcement and/or the Tender Offer Memorandum comes are
    required by each of the Company, the Dealer Managers and the Tender Agent
    to inform themselves about, and to observe, any such restrictions. Neither
    this announcement nor the Tender Offer Memorandum constitutes an offer to
    buy or a solicitation of an offer to sell the Notes (and tenders of Notes
    in the Offer will not be accepted from Noteholders) in any circumstances in
    which such offer or solicitation is unlawful. In those jurisdictions where
    the securities, blue sky or other laws require the Offer to be made by a
    licensed broker or dealer and either Dealer Manager or any of their
    respective affiliates is such a licensed broker or dealer in any such
    jurisdiction, the Offer shall be deemed to be made by such Dealer Manager
    or such affiliate, as the case may be, on behalf of the Company in such
    jurisdictions.

  * Nothing in this announcement nor the Tender Offer Memorandum or the
    electronic transmission thereof constitutes an offer to sell or the
    solicitation of an offer to buy the New Notes in the United States or any
    other jurisdiction.

United States. The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of or of any facilities of a
national securities exchange of, the United States or to any U.S. person (as
defined in Regulation S of the United States Securities Act of 1933, as amended
(each a U.S. Person)). This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and other forms
of electronic communication. The Notes may not be tendered in the Offer by any
such use, means, instrumentality or facility from or within the United States
or by persons located or resident in the United States or by, or by any person
acting for the account or benefit of, a U.S. Person. Accordingly, copies of
this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offer are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or into
the United States or to any persons located or resident in the United States or
to any U.S. Person. Any purported tender of Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by, or by any person acting for the
account or benefit of, a U.S. Person or by a person located in the United
States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted. Neither this
announcement nor the Tender Offer Memorandum is not an offer to buy or sell, or
a solicitation of an offer to sell or buy, any Notes or other securities in the
United States or to U.S. Persons. Securities may not be offered or sold in the
United States absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes and the guarantee thereof
have not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States, and
may not be offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. Persons. Each holder of
Notes participating in the Offer will represent that it is not a U.S. Person,
it is not located in the United States and it is not participating in the Offer
from the United States, or it is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an order to
participate in the Offer from the United States and is not a U.S. Person. For
the purposes of this paragraph, United States means the United States of
America, its territories and possessions (including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the District of
Columbia.

  * Italy. None of the Offer, this announcement, the Tender Offer Memorandum
    and any other documents or materials relating to the Offer has been or will
    be submitted to the clearance procedures of the Commissione Nazionale per
    le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.
    The Offer is being carried out in the Republic of Italy (Italy) as an
    exempted offer pursuant to article 101-bis, paragraph 3-bis of the
    Legislative Decree No. 58 of 24 February 1998, as amended (the Financial
    Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No.
    11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes
    may tender their Notes in the Offer through authorised persons (such as
    investment firms, banks or financial intermediaries permitted to conduct
    such activities in Italy in accordance with the Financial Services Act,
    CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to
    time, and Legislative Decree No. 385 of 1 September 1993, as amended) and
    in compliance with applicable laws and regulations or with requirements
    imposed by CONSOB or any other Italian authority.

  * United Kingdom. The communication of this announcement, the Tender Offer
    Memorandum and any other documents or materials relating to the Offer is
    not being made and such documents and/or materials have not been approved
    by an authorised person for the purposes of section 21 of the Financial
    Services and Markets Act 2000. Accordingly, such documents and/or materials
    are not being distributed to, and must not be passed on to, the general
    public in the United Kingdom. The communication of such documents and/or
    materials as a financial promotion is only being made to those persons in
    the United Kingdom falling within the definition of investment
    professionals (as defined in Article 19(5) of the Financial Services and
    Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion
    Order)) or persons falling within Article 43 of the Financial Promotion
    Order, or any other persons to whom it may otherwise lawfully be made under
    the Financial Promotion Order.

  * France. The Offer is not being made, directly or indirectly, to the public
    in the Republic of France (France). None of this announcement, the Tender
    Offer Memorandum or any other document or material relating to the Offer
    has been or shall be distributed to the public in France and only (i)
    providers of investment services relating to portfolio management for the
    account of third parties (personnes fournissant le service d'investissement
    de gestion de portefeuille pour compte de tiers) and/or (ii) qualified
    investors (investisseurs qualifiés), other than individuals, acting for
    their own account, all as defined in, and in accordance with, Articles
    L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are
    eligible to participate in the Offer. Neither this announcement nor the
    Tender Offer Memorandum have been or will be submitted for clearance to or
    approved by the Autorité des Marchés Financiers.